FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 19th, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Hong Kong
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 5, 2021, between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
This Amended and Restated Subscription Agreement (as may be further amended, supplemented, modified or varied from in accordance with the terms herein, this “A&R Subscription Agreement”), dated as of October 28, 2022, is made and entered into by and among (i) Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), (iii) Fosun Fashion Holdings (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Subscriber”), (iv) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (v) Fosun International Limited, a Hong Kong company with limited liability (“Fosun”). Capitalized terms used but not otherwise defined in this A&R Subscription Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 11th, 2022 • Lanvin Group Holdings LTD
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and (the “Indemnitee”), [a director/an executive officer] of the Company.
BUSINESS COMBINATION AGREEMENT by and among PRIMAVERA CAPITAL ACQUISITION CORPORATION, FOSUN FASHION GROUP (CAYMAN) LIMITED, LANVIN GROUP HOLDINGS LIMITED 复朗集团, LANVIN GROUP HERITAGE I LIMITED and LANVIN GROUP HERITAGE II LIMITED dated as of March 23,...Business Combination Agreement • July 11th, 2022 • Lanvin Group Holdings LTD • Hong Kong
This Business Combination Agreement, dated as of March 23, 2022 (this “Agreement”), is made and entered into by and among (i) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), (ii) Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), (iii) Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (iv) Lanvin Group Heritage I Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”) and (v) Lanvin Group Heritage II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”). SPAC, the Company, PubCo, Merger Sub
SHAREHOLDER SUPPORT DEEDLanvin Group Holdings LTD • July 11th, 2022 • Hong Kong
This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022 by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT DEEDLanvin Group Holdings LTD • July 11th, 2022 • Hong Kong
This Sponsor Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • July 11th, 2022 • Lanvin Group Holdings LTD • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated March 23, 2022, is made by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”), Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 21, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • July 11th, 2022 • Lanvin Group Holdings LTD • Hong Kong
This Lock-Up Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is made and entered into as of March 23, 2022, by and among (i) Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) certain individuals set forth in Schedule 1 hereto (such individuals, the “SPAC Insiders”), (iv) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), and (v) certain former shareholders of Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares, set forth in Schedule 2 hereto (such former shareholders, the “Company Holders”). The Sponsor, the SPAC Insiders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holde
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 11th, 2022 • Lanvin Group Holdings LTD • Hong Kong
This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is entered into as of March 23, 2022, by and among Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and the parties listed on Schedule I hereto (each, an “Investor” and collectively, the “Investors”). Each of PubCo, SPAC, the Company and the Investors is referred to herein individually as a “Party” and collectively as the “Parties”.
Primavera Capital Acquisition LLC 41/F Gloucester Tower, 15 Queen’s Road Central, Hong KongLanvin Group Holdings LTD • October 20th, 2022 • Apparel & other finishd prods of fabrics & similar matl
Reference is made to certain Administrative Services Agreement, dated January 21, 2021, by and between Primavera Capital Acquisition Corporation and Primavera Capital Acquisition LLC (as may be amended, restated, supplemented or modified from time to time, the “Administrative Services Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Administrative Services Agreement.
INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENTIndependent Non-Executive Director Agreement • February 24th, 2023 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
THIS INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], 2023 between Lanvin Group Holdings Limited, a Cayman Islands exempted company (the “Company”), and [ ] (the “Director”).
December 1, 2023 LANVIN GROUP HOLDINGS LIMITED MERITZ SECURITIES CO., LTD. SHARE BUYBACK AND SUBSCRIPTION AGREEMENT in relation to the shares of LANVIN GROUP HOLDINGS LIMITEDBuyback and Subscription Agreement • December 1st, 2023 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Hong Kong
This NON-REDEMPTION AGREEMENT (this “Non-Redemption Agreement”) is entered into [•], 2022, by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the undersigned (“Holder” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
FOSUN FASHION GROUP (CAYMAN) LIMITED LANVIN GROUP HOLDINGS LTD MERITZ SECURITIES CO., LTD. SHARE SUBSCRIPTION AGREEMENT in relation to the shares of FOSUN FASHION GROUP (CAYMAN) LIMITEDShare Subscription Agreement • October 20th, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 12 (Definitions and Interpretation).
October 19, 2022 LANVIN GROUP HOLDINGS LIMITED MERITZ SECURITIES CO., LTD. RELATIONSHIP AGREEMENT in relation to the shares of LANVIN GROUP HOLDINGS LIMITEDRelationship Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
December 1, 2023 LANVIN GROUP HOLDINGS LIMITED MERITZ SECURITIES CO., LTD. AMENDED AND RESTATED RELATIONSHIP AGREEMENT in relation to the shares of LANVIN GROUP HOLDINGS LIMITEDRelationship Agreement • December 1st, 2023 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 2 (Definitions and Interpretation).
